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EQT AB: EQT publishes prospectus and announces price range for its initial public offering on Nasdaq Stockholm

18:40 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE. Following the announcement of its intention to float on 2 September 2019, EQT AB (publ) (EQT AB or the Group), a differentiated private markets1 (http://#_ftn1) firm, today publishes its prospectus and announces the price range for the initial public offering (the IPO or the Offering) of its shares on Nasdaq Stockholm. EQT has approximately EUR 40 billion of fee-paying assets under management (AUM) in 19 active funds which invest in a range of geographies, sectors and strategies, seeking to create consistent, attractive returns. For the six-month period ended on 30 June 2019, the Group generated revenue of EUR 295 million, adjusted EBITDA of EUR 140 million2 (http://#_ftn2) and adjusted profit for the period of EUR 109 million3 (http://#_ftn3). The Offering in brief The final price in the Offering is expected to be set within a range of SEK 62-68 per share (the Price Range), corresponding to a market capitalization of the Group of SEK 59.1-64.8 billion after completion of the Offering (equivalent to EUR 5.5-6.0 billion4 (http://#_ftn4)). The Offering comprises 190,596,780 shares, of which 86,634,900 will be newly issued shares and 103,961,880 shares will be sold by existing shareholders. The newly issued shares are expected to provide the Group with proceeds of approximately SEK 5.4-5.9 billion before issue costs (equivalent to EUR 501-550 million[4]). To cover any over-allotments in the Offering, certain of the selling shareholders will undertake to sell up to 10,396,188 shares, corresponding to maximum 5.5 percent of the total number of shares in the Offering (the Over-Allotment Option). Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a maximum of 200,992,968 shares, which represent approximately 21.1 percent of the shares and votes in EQT AB after completion of the Offering. The total value of the Offering, based on the Price Range, amounts to approximately SEK 11.8-13.0 billion (equivalent to EUR 1.1-1.2 billion)[5], based on the assumption that the Offering is fully subscribed, and approximately SEK 12.5-13.7 billion (equivalent to EUR 1.2-1.3 billion)5 (http://#_ftn5) if the Over-Allotment Option is exercised in full. The shares will be offered to institutional investors and certain other eligible investors in Sweden and abroad, and to the general public in Sweden. The application period for institutional investors is expected to take place between 13 - 23 September 2019. The application period for the general public in Sweden is expected to take place between 13 - 20 September 2019. The first day of trading on Nasdaq Stockholm is expected to be 24 September 2019 and the shares will trade under the symbol EQT. Conni Jonsson, Chairman and founder of EQT: With a quarter of a century of hard work, successes, challenges, and strong growth behind us, EQT is well-positioned for the future. Through the IPO, we are now excited to welcome new shareholders to join us on EQTs entrepreneurial journey. With the Wallenberg Foundations6 (http://#_ftn6) on board as shareholders, in addition to the main owner Investor AB, we will continue to work closely together, sharing their responsible ownership philosophy and broad global network in a mutually beneficial relationship. Christian Sinding, CEO and Managing Partner of EQT: In the coming years and decades, we believe that all businesses will be disrupted by technology and that non-sustainable practices will be challenged. Thus, EQT remains focused on transforming companies and on supporting them in reaching their full potential over the long-term. With our thematic investment approach together with our local-with-locals strategy, we are well-positioned to continue to create value for our stakeholders. And the same goes for EQT itself - the IPO is a natural step on our development path and gives us the opportunity to continue growing and investing in the EQT platform while maintaining our relentless focus on performance. Background and reasons for the Offering EQT has a 25-year history of growth and has during that time started and scaled several investment strategies, such as Infrastructure, which is now one of the largest Infrastructure funds globally. Historically, growth has been contingent on raising external capital to all new funds and investment strategies. EQT has expanded into a number of new initiatives in recent years where a larger balance sheet would have been beneficial. As such, the Offering is expected to increase EQT ABs financial flexibility to enable the Group to continue to invest in its business and pursue growth opportunities in order to remain at the forefront of private markets investing. This includes continued expansion across both geographies, such as North America and Asia-Pacific, and investment strategies, such as Venture Growth strategy and extensions of Real Estate. Additionally, the Board of Directors believes that the Offering will enhance the profile of the Group among public investors, business partners and limited partners investing into the EQT funds; allow EQT to continue to invest in talent and people, especially in growth areas such as North America and Asia-Pacific; give EQT access to capital markets; broaden the ownership base of the Group; and create a more transparent governance structure as well as a sustainable set-up that supports the Groups long-term strategy. Selling shareholders The selling shareholders in the IPO will primarily consist of a group of Partners (including three former Partners) and Investor AB7 (http://#_ftn7). The general principle is that all existing shareholders, including the group of Partners as a collective and Investor AB, will sell pro-rata in the IPO, implying approximately 13 percent sell-down of the total holding (excluding the Wallenberg Foundations, see below). All Partners on the top ten shareholder list will sell pro-rata in the IPO. On 3 September 2019, several Partners (indirectly) entered into a share transfer agreement with Knut och Alice Wallenbergs Stiftelse, Marianne och Marcus Wallenbergs Stiftelse and Stiftelsen Marcus och Amalia Wallenbergs Minnesfond (indirectly) (the Wallenberg Foundations) through which the Wallenberg Foundations acquired existing shares in EQT AB, equivalent to approximately 1.5 percent of the shares in EQT AB before the Offering8 (http://#_ftn8). The Wallenberg Foundations will not sell any shares in the IPO. Provided that the Over-Allotment Option is exercised in full, the Offering will encompass a maximum of 200,992,968 shares, which represent approximately 21.1 percent of the shares and votes in the Group after completion of the Offering. Each of the selling shareholders in the IPO will agree to customary lock-up arrangements towards the banks in respect to their remaining holdings in EQT AB. In addition, all Partners have for the benefit of the Group agreed, not to dispose of or transfer9 (http://#_ftn9) their respective holdings during a period of three to five years from the IPO without prior written consent. Prospectus and application The prospectus (English and Swedish) are published on EQTs webpage (www.eqtgroup.com), SEBs webpage for prospectuses (www.sebgroup.com/prospectuses), Nordeas webpage (www.nordea.se) and Avanzas webpage (www.avanza.se). Applications can be made on the online platforms of SEB, Nordea and Avanza. Preliminary timetable Application period for the general public in Sweden: 13 - 20 September 2019 Application period for institutional investors: 13 - 23 September 2019 First day of trading on Nasdaq Stockholm: 24 September 2019 Settlement date: 26 September 2019 About EQT EQT is a differentiated global investment organization with a 25-year history of investing in, developing and owning companies, and has a demonstrated track-record of attractive, consistent investment performance across multiple geographies and strategies. EQT manages and advises a range of specialized investment funds and other investment vehicles that invest across the world with the mission to generate attractive returns and future-proof companies. EQT has three business segments - Private Capital, Real Assets and Credit - representing approximately 56 percent, 36 percent and 8 percent of total AUM, respectively10 (http://#_ftn10). All business segments are guided by a responsible approach, a digital transformation agenda and a thematic investment strategy. Since inception in 1994, EQT has been a thought-leader in the private markets industry. As one of the first private equity firms in Northern Europe, EQT has grown its geographical presence, built out a global, well-diversified fund investor base and successfully established and scaled businesses in areas such as Infrastructure, Real Estate, Venture Capital, Credit and Public Value. The Group today conducts its businesses through offices in 15 countries across three continents with approximately 650 FTEs11 (http://#_ftn11). EQTs well-established platform, ability to generate consistent, attractive returns, long-term relationships with fund investors, and its unique culture, values and brand, have enabled EQT to raise approximately EUR 62 billion of capital since inception. Advisors J.P. Morgan and SEB are acting as Joint Global Coordinators and Joint Bookrunners, Goldman Sachs International, Morgan Stanley & Co. International plc, Nordea and UBS are acting as Joint Bookrunners and ABG Sundal Collier, Merrill Lynch International and BNP Paribas are acting as Co-Lead Managers in the Offering. Advokatfirman Vinge and Davis Polk & Wardwell London LLP are legal advisors to EQT AB. Linklaters is legal advisor to the Joint Global Coordinators, the Joint Bookrunners and Co-Lead Managers. For more information, please contact Christian Sinding, CEO and Managing Partner: +46 8 506 55 300 Kim Henriksson, CFO: +46 8 506 55 300 Nina Nornholm, Head of Communication: +46 8 506 55 300 EQT Press Contact: +46 8 506 55 334 International Media Contact Greenbrook Communications: +44 20 7952 2000 Important information This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Group in any jurisdiction. This announcement is not an offer to sell or solicitation of an offer to buy interests in any fund or investment program sponsored by EQT. In relation to each member state of the EEA, other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Commission Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation). Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the United States). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered, subscribed, sold or transferred, directly or indirectly, in or into the United States except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register the securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, qualified investors (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by EQT AB following approval and registration by the Swedish Financial Supervisory Authority (the SFSA) and that will contain detailed information about the Group and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the SFSA of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus. This announcement may contain forward-looking statements which reflect the Groups current view on future events and financial and operational development. Words such as intend, target expect, anticipate, may, believe, plan, estimate and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. This announcement contains certain financial measures that are not defined under International Financial Reporting Standards as adopted by the EU (IFRS), including certain measures such as adjusted total revenues, adjusted EBITDA, adjusted EBITDA margin and adjusted profit for the period which are referred to as non-IFRS financial measures. These non-IFRS financial measures supplement the IFRS financial measures and should not be considered an alternative to the Groups reported IFRS financial measures. Non-IFRS financial measures have certain limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of results reported under IFRS. In addition, the Non-IFRS financial measures, as defined by the Group, may not be comparable to other similarly titled measures used by other companies. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Managers are acting for EQT AB (publ) and no one else in connection with the transaction and will not be responsible to anyone other than EQT AB (publ) for providing the protections afforded to clients of any of the Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Managers, or for giving advice in connection with the transaction or any matter referred to herein. 1 (http://#_ftnref1) Private markets defined as alternative investment management within private equity, infrastructure, real estate, private debt and venture capital but excluding hedge funds and commodities. 2 (http://#_ftnref2) Profit before income taxes, financial income and financial expenses, excluding depreciation and amortization of property plant and equipment and intangible assets, and adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments. 3 (http://#_ftnref3) Profit for the period adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments. 4 (http://#_ftnref4) Based on EUR/SEK 10.7190. 5 (http://#_ftnref5) Based on EUR/SEK 10.7190. 6 (http://#_ftnref6) As defined below. 7 (http://#_ftnref7) Through Investor Investments Holding AB. 8 (http://#_ftnref8) The share transfer was effected through a partnership wholly-owned by the Wallenberg Foundations and included 12,904,000 shares in EQT AB. The purchase price for the shares corresponds to the price determined in the Offering plus any increase in the price of the EQT AB shares on Nasdaq Stockholm. The final purchase price will be calculated during two trading weeks, falling approximately three months after the first day of trading. 9 (http://#_ftnref9) With certain exemptions. 10 (http://#_ftnref10) As at 30 June 2019. 11 (http://#_ftnref11) Full-time equivalents, including on-site consultants as at 30 June 2019. ----------------------------------------------------------- http://publish.ne.cision.com//Release/ViewReleaseHtml/51CBE73E73E0791EE0C856B0705FC7D6 https://mb.cision.com/Main/87/2902836/1104972.pdf https://mb.cision.com/Public/87/2902836/a7f26f525c10d8cf.pdf © Cision
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